The Greatest Pain
by shakespeareia
Summary: A Dr. Who - Awake crossover - the tenth doctor receives a distress warning from a hospital in New York, on planet Earth. Inside an operating room, a young man endures torment as unbelievable as its sources - and his only hope of survival is a time lord with a blue box. Rated for language.


_Of all pains, the greatest pain,_

_Is to love, and to love in vain. _

_ - George Granville_

* * *

_Crack._

The man halted, stunned.

There was a heavy clatter, as the brass fire poker dropped from his twenty-two year old wife's shaking hands to the polished wood floor.

His fingers brushed the back of his dark hair, and came away soaked with blood as he stared at her, shocked speechless, his eyes dulled with cocaine...

"I said to leave him alone." The woman stammered, her voice dead and empty of emotion, yet tears lay on her face.

His jaw went slack, his eyelids drifted shut, and there was a ear-shattering crash as the balcony rail gave out beneath his weight, sending him toppling three stories down with nothing but a marbled floor to break his fall...

Afterwards there was a strange sort of silence, broken only by the gentle ring of the swaying chandelier...

Lilith had no words, only a sense of shock, failure, and sickening terror, as she knelt and drew her trembling child into her arms. He'd said nothing, only stared and clung to the rail spokes, eyes wide...

The tears finally escaped her as she held him, breathing the scent of his skin, her fingers combing through his gold curls, maternal protectiveness washing through her from the inside out. After tonight, nothing would touch her little boy, not while she had breath in her body – only five years old, he'd seen one monster too many...

* * *

_Eighteen years later..._

* * *

The sharp scent of disinfectant was everywhere.

_That's weird..._ Clay thought muzzily. It was just as strong as it had been _before_ they'd given him the anesthesia. Shouldn't it have dulled by now?

Something was scraping across his chest.

"_Ow! Jeez, don't you guys use shaving cream?!"_ He said, or at least tried to. His mouth didn't seem to want to work. Someone prized his lips apart, and something cold and slippery slid inside his mouth, continuing down his throat and further.

_"Hey! What are you doing? Jack, what's going on?"_ Clay was feeling unpleasantly lucid now. His mouth and tongue _still_ wouldn't work.

He moaned against the tube that was buried deep into his stomach.

_"What's happening to me?"_

And then came the sound he'd been unconsciously dreaded. The clatter of knives on a tray.

_"Oh no oh no oh no, please, God!" _

The blade bit into his flesh, leaving a white-hot trail of torture deep in his body.

_"I'm awake! Please! Stop it!"_

* * *

The Doctor looked up as something beeped deep inside the TARDIS.

"Them?" He stared at the screen incredulously. "Haven't thought about them in years..." He looked closer. "Distress call?"

* * *

_"What are you doing? I'm awake! __I'm still awake!__" _

" We gotta get this thing sharpened, I'm having trouble getting through..."

"_JACK! God, please, God! URGH! Jesus – C'mon Clay, it's gonna be – you-you're gonna be okay-! Ju-Just – hold on- ah- ARRRRGGGGHHHH!"_

"Saw live in two, three –"

Cold air flooded his open chest, every nerve ending screamed as metal buzzed at his breast-bone, machines taking him apart...

"_IT'S JUST PAIN! IT DOESN'T HURT! IT DOESN'T FUCKING HURT, CLAY! Jesus, focus! Ju-Just get out of this fucking room and think about something else, okay?! Anything! Sam! Just- Get back to – SAM, HELP ME!"_

* * *

Alarms blared inside the ship, and green eyes narrowed behind horn-rimmed glasses.

"But... that's impossible... fifty... eighty... ninety-six thousand, that's an infestation!"

Suddenly the entire vessel rocked on it's axis, and he was pitched backward...

"Steady on!" He cried. Hurling himself towards the controls, he slammed on several buttons. "Easy now, easy does it, easy does it, old girl... right, where're you taking me?" He glanced at the screen. "Okay, a couple years off, but that's okay... only I really hate messing with personal memories, it makes for such a mess later on..."

A few flicks and a yank later, the floor settled, and he lifted himself from his rather painful position atop the controls.

To business.

* * *

Red trainers flew across gleaming white tile, only a few orderlies and a triage nurse bothering to throw more than a bemused glance at a dark-haired man running like hell-fire through the corridors of a university hospital.

The rubber soles squealed as he quickly came to a screeching halt, an enormous grin plastered across his face as he dropped into a white plastic chair beside a young brunette woman, who only stared as he flipped open a pad of psychic paper.

"Hello. I'm the Doctor."

"Hell-o..." She said slowly. "Doctor who?"

"Erm... just the Doctor." He replied.

"Oh. Right." She didn't seem to understand. There was an awkward silence. Then:

"Oh blimey, I've done it again, haven't I?" The Doctor said. "Sorry, _who_ are you?"

"Samantha. Lockwood."

"Right, now Samantha, I wonder if you know anybody who's in serious trouble?"

Samantha stared at the Waiting Room.

"This is a hospital, right? There's always someone in trouble."

"Right, I guess I'll have to do this the hard way." The Doctor winced as he took out a small penknife.

"Ugh, and George Washington gave this to me _himself._"

He slid his finger along the edge of the blade. Instantly, he jerked his hand back, sucking the blood out.

"Alright, that hurt _way_ too much..." He took his finger out of his mouth. "Even in the Waiting Room..." He shook his hand out, hissing at the roaring agony in the tip of his index finger. He turned to Samantha Lockwood.

"Right. Now what we have here is a serious problem."

* * *

"_Jus- Think about Sam... Focus – focus on her! Just –Just forget about the pain!"_

She was beautiful... and that first night in Brooklyn... painting her apartment... riding the subway...

"_That's it Clay... Remember everything... Every detail..."_

She'd twisted up all the cigarettes, turned them into flowers...

His father knelt in front of him, Christmas eve, and pulled him into a close hug-

"_No, no no NO!"_

The paramedics were wheeling him out, just a lifeless hand visible under the coverings...

"_Oh shit!..."_

The funeral, pathetically small, the reverend all smiles...

"_No! No, get back to Sam-!"_

Every boy in the room stared as the calculus teacher gave him the tongue-lashing of a lifetime, just because he couldn't grasp Einstein level mathematics...

"_Come on, forget about them, they can't help you now!-"_

His mother at the head of a corporate table, holding up a champagne flute –

Jack Harper. An ID tag pinned to a lab coat...

"_Jack! Jack, get me back to Sam! Ja –"_

Gloved hands reached inside him, clamped metal to the shorn halves of what had once been his chest wall...

"_Wait, wait, wait... what the FUCK?"_

"'k, open him up nice and wide..."

"_Okay... okay, it's happening again, just control it like before, you can do this! – "_

The halves moved, pushing, pushing, PUSHING...

"_Okay, here we go, here we go, here we go – c'mon man, just swallow it! – GURRRRGGAAHHHHHHHH!"_

Pushing, pushing so hard, like a pair of enormous hands had grasped either side of his rib cage and begun pulling it in half...

_Crack._

"Ugh, there goes a rib."

"Yeesh, that's gonna hurt in the morning. Sorry Clay."

"_Yeah, you'd better be FUCKING sorry!"_

* * *

Just as the Doctor stood to go, another woman joined Samantha.

"Who's this?" She asked. Her voice was sharp, articulate.

"This is the Doctor." Samantha said. "He just... cropped up a moment ago."

"Hello!" The Doctor waved cheerily.

"Lilith Beresford." She said. "Now, Doctor, do you know what's happening with my son? Is the operation going to plan?"

They both looked anxiously at him.

"Your son's Clayton?"

Lilith nodded.

The Doctor swam for something to say.

"Fine! He's... fine. Everything's going well!" He swallowed. "_Really _well."

Lilith opened her mouth to reply, just as the door flew open and a man in scrubs and surgical mask tore inside, stopping by a woman in a white coat.

"Three cases of awareness in the last hour!" He gasped.

"What?!"

"I know!" The man replied. "There's not supposed to be this many incidents in _one_ hospital in _one _hour!"

"Make sure all the surgery units are taking precautions." The woman glanced at the Doctor and the two women.

"Don't inform the families. That will only lead to panic."

The man nodded and rushed off again.

The Doctor raised his eyebrows.

"Well."

"Um - excuse me... how long have you... worked here?" the younger of the women suddenly pressed.

"Just, er - emergency transfer. From... Our Lady of... Tardis."

She stared at him for half a minute, her doe-eyes strangely calculating - he quickly decided it was not a flattering expression.

"Would you... excuse me a moment?"

She turned sharply and headed down the corridor, bespectacled eyes watching her closely.

"What's got you riled up?" The Doctor muttered. He turned to Lilith. "What is she in relation to your son?"

"Wife." The word came clipped and short. "It was an elopement. I only found out about it now."

"I see." The Doctor said. "I take it you don't approve?"

"That's hardly your business!" She snapped. A pause. "No. She's our secretary. But I suppose... she'll be good for him."

"And why exactly is your son here?"

"Heart transplant. He's an O-negative, been on the donor list for years."

The Doctor stared at her, blank horror ringing in his eyes.

"I'm so sorry." Then he turned and ran down the corridor after Samantha.

* * *

"You shouldn't be in here."

" - I just had a really interesting conversation with some nutcase who claimed he was on the team..."

"Never heard of him - Jesus Sam, do you have any idea how lucky you are Larry's on break?!"

_"SAM! SAM, LOOK AT ME! GOD-!"_

A crash and a rattle - someone had thrown the doors open...

"WHAT THE HELL ARE YOU -"

"Not your problem for the moment - Clayton?! CLAY-TON!"

_"Wait - WHAT?!"_

"Now listen, I know you can hear me - I know you can! Now I need you to try, try really hard - move an arm, a finger, a foot, anything-!"

"What the fuck do you think you're doing?!- "

"Perhaps I could ask you the same question, _Mrs. Beresford, _or would you rather explain to your mother in law yourself?!"

_"W-What?"_

"Clay, listen to me - I know it's hard, believe me, I know. And it's going to hurt, they've got you, they don't want to let go, but you need to _try - _Just sit up, get the tape off your eyes, that tube out of your throat, and _stand up._"

"Is he shouting at a body on the Operating Table?"

"Yes, I am, Samantha. Now Clayton! I need you stay with me!"

"_Hurts too much...!"_

"I know it hurts, Clayton!" There was loud wince. "Blimey, this place is packed with them!"

"With _what?_"

"Morsonites!"

There was ringing silence.

"What the _hell_ are morsonites?"

"No time to explain, you wouldn't understand, but CLAYTON! SIT UP!

"_OH FUCKING CHRIST!_"

Clay felt himself jerk forward, ripping the tape off his eyes. He reached up to his mouth, and then faltered.

"This is the worst bit, Clayton, but you're doing great! Just pull it out!"

With trembling fingers, Clay reached into his mouth, gagging as the plastic tube slid back up his throat. It landed on the floor, but didn't make any noise. Spewing bile and saliva everywhere, Clay looked down at his gaping chest, ribs spread wide open.

"Alright Clayton. Remember how I told you that was the worst bit? I sort of lied."

"_Y-you've gotta be fucking kidding me!..."_

_"_Don't think about it - that's what they want! Just _pull!"_

_"_Penny, get security!"

"Clay, listen to me! We don't have time for this! Now do you want to live or not?!"

"_How am I going to live through this?"_

"You will, trust me!"

"_How do I trust you, I don't even know you!_"

"You trust me because at this moment, I am not slicing you open with a knife."

_"Could have fooled me!_"

"Just do it, Clayton! Just do it, and then it will be over!"

"Why's he crying?"

"BECAUSE HE HAS BEEN BLOODY TORTURED FOR THE PAST HOUR AND IF SOMEONE DOESN'T HELP HIM, ALL HE'S GOING TO GET FOR IT IS FAILING HEART!"

There was dead silence as the echoes faded.

"Just do it, Clayton. Do it, and I promise you I will get you out."

With a banshee scream, Clay wrenched the metal contraption out of his body, blood running through his fingers. He stood, unsteadily, and immediatly crashed to the floor, legs unable to support him.

The Doctor whipped a pair of cheap 3-D glasses out of his pocket, putting them over his own glasses.

"Ah, there you are!"

Clay stared up at the man in front of him.

"Who the fuck are you?" He asked, lungs straining for air.

The Timelord grinned.

"I'm the Doctor."

At that second, heavy arms wrapped around his own, and dragged him bodily into the hall, bracing him up against a door and handcuffing him.

"Probably a psyciatric escapee..."

"What? No no no no!"

"Right, now just stay calm, we're going to get you home..."

The Doctor put his hands over his ears.

"No no no! They're starting the surgery again!"

"Home? Right? Would you like that?"

"There's a lot of things I would like, but I don't get very many of them!" The Doctor snapped.

The handcuffs chafed his wrist. It felt like someone was stripping the flesh off his hands. He yelled out loud.

"You don't understand! This entire hospital is infested with them!"

"That's right." The man that was leading him down the hall nodded. "But you can't just interrupt surgery, bad things happen when you do that."

"Better than what's going on in there right now!"

_"Wait! Who- who are you, why - Oh God, why can I still feel that?! You said you'd get me out, you promised me!"_

"Clay - where are you - oh, there you are -" he muttered, noticing the twenty-two year old staggering behind him.

"Listen - you're not... _here, _not physically. I could pull you into the second dimension, keep you conscious of current events, but - and I am sorry, I am truly, truly sorry - but the physical you is on it's own."

Clay covered his face with his hands. _"You promised me..." _To the Doctor, that hopeless sigh was worse than the screams Clay had been making before.

"I know I promised. And I will get you out. But right now, my hands are tied, quite literally." His wrists strained once more at the handcuffs. They felt unpleasantly slick, as if with blood.

_No, no. That's not real, that's just the Morsonites telling you it's real..._

"_What're the Morsonites?_" Clay asked from behind him.

"They're-hang on." The Doctor said. He picked up his pace, neatly catching up with the man leading him through the halls. "I just want you to know, before I do anything else, that I understand you are just doing your job, and that I hold no personal grudge whatsoever, despite what I am about to do."

The man had the presence of mind to back away, but the Doctor was too fast, and he stamped hard on the man's shoes.

"Run!"

Centuries of practice quickly came into play as the Doctor fumbled with his cuffed hands, eventually working them into a side pocket from behind his back... There was a sonic hum.

"AAH! YES!"

The cuffs clattered to the tile.

"Come on!" He took off, Clay limping behind him, as they flew down corridors. "Brilliant! Here we are!" The Doctor flung open a door, and ran inside. Clay joined him, looking around in bemusement.

"_A supply closet?_"

"Sure!" The Doctor said. "Better than an alcove in the hallway!" He sat on an overturned bucket. "Right." He turned serious. "You want to know about the Morsonites?"

Clay nodded.

"Only creatures in the universe to need suffering to survive. They play with your Central Nervous System, fool it into thinking there's so much more pain than there really is. They feed off the energy and waves that your nerves use to get that message to your brain. You just got unlucky. See, they like hospitals, medical capsules, curative insulation pods...they see you, all stretched out there, about to go through the worst pain that humans can feel-" His voice dropped, and a strange sort of half-smile drifted across his face... "But you're asleep. And they need those screaming nerves to wake you up."

"_So, that's what anesthetic awareness is?_" Clay asked.

"Don't be ridiculous." The Doctor replied. "There's no such thing. Just Morsonites. Although to be frank, I've never seen an infestation of this size before."

_"So you're telling me... I'm just snack food for some... thing, floating in the air?!"_

"Errr... more like a few... thousand... things. And they're hungry - very hungry."

He just stared, shock slowly being replaced by fury.

_"You're insane."_

He turned back to the door -

"Known her long?"

His hand paused on the knob.

_"Who?"_

"We both know. Tell me about her."

_"What's it to you?!"_

"Hm. Curious. Where she grew up, what her middle name is, how long she's lived in New York, why a perfectly qualified young woman would need to sell herself out as a secretary when she clearly has a mind that could rival Nero - any clue?"

His only answer was a blue-eyed glare that could melt stone.

"Listen, just listen to me-" The Doctor stood to follow Clay.

"_I think I've listened to you for long enough._"

"No! Don't-"

The door closed with a thud.

"Right." He muttered. "Don't everybody beg for my advice at once."

* * *

Clay stormed down the corridor. He had no right. He had no right! Sam was his angel... his _wife_ for Christ's sake. Why would this _Doctor _imply she was hiding things from him?

Anyway, Clay had had enough of doctors.

The pain was giving him a migraine. He could have sworn he was hearing static crackling in his ears. And now, according to the Doctor, he was currently serving as a jumbo bag of potato chips for a swarm of little invisible aliens.

Where was Mom?

A sudden wave of agony hit like a lightning rod, and he doubled over, screaming...

They were talking about something back in that room – probably some pathetic shit about their own stupid lives... None of them knew or cared that he was ready to faint from sheer pain...

"Do _not _get paranoid..."

"It's just... it just doesn't make sense, that crazy busting in like he knows, and Fitzpatrick gone – Jesus, they must've found out-"

"_Jack?"_

"They haven't found out – the guy was a looney –"

"Look, I will pull the plug on this whole thing if I have to – I am NOT going to jail-!"

"No one's going to jail! Just inject the heart and stuff it in. He'll be dead in an hour, and we'll be rich."

"A-alright – But – Sam, you're sure you can –"

"Jesus Jack, she's ready to adopt me! Everything's clear!"

His body went cold.

"_W-What?..."_

"C'mon – we're gonna kill this guy, and then we're gonna get a martini."

Clay slid down the wall to the floor, every limb shaking...

A hand touched his shoulder, making him jump.

"Come with me."

"_This... this is bullshit!"_

"Clayton, you come with me or you'll die!"

"_No... no no no... she- she loves me! I- "_

Ancient eyes stared back, and the sadness was unfathomable.

"I am so sorry. I am really so, so sorry..."

"_How can you?_" Clay spat. "_What can you _possibly_ know about love?_"

"Too much." The Doctor replied. "Don't ask me. You're on thin ice as it is."

"_Where are we going?_" Clay asked as they headed down the corridor.

"To my castle." The Doctor replied. He swung open a door, revealing a large blue box.

"_What's a police box?_" Clay frowned. The Doctor rolled his eyes.

"Americans. It's where you'd go if you needed to call the police."

"_Don't we have cell phones for that?_"

"_Yes_, Clay. That's why they got rid of all them in the Seventies. Except for this old beauty." The Doctor stroked the side of the box. "My time machine."

Clay raised an eyebrow.

"_Your _time _machine?_"

"Well, sure!" He said, and unlocked the door to the Police Box.

"_Oh my God." _Clay stepped inside the TARDIS. "_It's bigger on the inside..._" The Doctor rolled his eyes.

"Well spotted." He said, just as Clay doubled over, hands clutched to his temples.

"_Oh shit!"_

"Alright, alright now, sit!"

Hands caught the back of blue hospital scrubs and heaved him bodily into one of the piloting chairs by the console.

"Now Clay, listen to me – I know it hurts, believe me, I know – but it's not _real_. Your body's asleep, it's fine! Concentrate!"

The twenty-two year old had seized his own chest and gone snow-pale...

"_No... no no no no, please God! N- nnnoooo..."_

"Clay, it's not real! It's subconscious stimulus, you can break it -!"

"_NNNNANANGGGGGGGGAAGGGGGHHHHH HH!"_

"It's okay, it's okay..." The Doctor gently pressed Clay's shoulders. "You're somewhere else, Clay. What's your best memory?"

Clay sniffed, a sob wrenching out of his lungs.

"_P-proposing to Sam..._"

The Doctor squeezed his eyes shut.

"No, no... not good at all... anything else?"

"_I don't know..._" Tears were streaming down his cheeks. "_Talking to Jack, I guess..."_

"Okay... think back to Samantha. To Sam. How you felt then."

* * *

_"Why's he crying?" _

_"Do you think we should get Larry back in-"_

_"No! Larry's the last thing we need at this point."_

* * *

"What was she wearing?"

"_Purple dress...had beads on it... I don't know..._" Clay buried his head in hands. "_Fuck, I can't do this..._"

"Yes, you can, and you'd better, because your sanity depends on it!"

"_WHAT SANITY?"_

"_Think! _You're a human, you're a wonderfully intelligent, genetic mastermind! Your resiliency has no limits! Now think! Think back to today! What was the best moment?! Tell me!"

A few sobbing breaths heaved out of his chest.

"_Th- this morning..."_

"Good, good, what happened, Clay?..." he murmured gently, coaxing the words out of him. "What was it..."

"In... in the bathroom... pulled her in the water, and... God, she was beautiful..."

The Doctor listened, letting Clay stumble his way through his description. He listened, of course, it was the least he could do at this point. But listening hurt. It made him think of the last time he'd even _touched _a woman-

_Hands running through his hair over and over again, tongue sliding over his own, scraping against his teeth... it had been Cassandra doing the controlling, but it had been Rose in his arms..._

No. Don't think about that.

"_...and when I looked at her in that church... I knew that I'd made the right decision._" Clay sobbed, breath rattling. "_At least, I thought I had..._"

"Did you love her?"

"_I – how the fuck am I supposed to- "_

"Forget here and now – when you kissed her at that altar, did you love her?!"

He choked, and nodded.

"Then it was the right choice – it doesn't matter what she really was or is... at that moment, she was the world to you... be glad you had that..."

"_We- we aren't... talking about me anymore... are we?"_

The Doctor looked away.

_"__Who was she?__" Clay asked. _

"It doesn't matter. Not right now." The Doctor murmured.

_"__Yeah, it does."_Clay winced as he stood, clutching his chest_. "__Love always matters.__" _

The Doctor's lips twitched.

"Does it? Because right now, what matters is getting these Morsonites out of this hospital." Suddenly, Clay's face went white, and he fell back into his chair. "What is it-what do you want-what do you need?" The Doctor knelt by him.

_"__I-I..."_

"Just say it, just try..."

_"__I want to go home.__"_

The Doctor only sighed, and dropped a hand on his back.

"You can't."

"_Stop, okay?! Just – Stop!"_

"I'm –"

"_And if you say you're sorry one more time... Jesus, I get it, okay?! I'm fucked! I'm totally fucked! Please, I just want to die at home! Please!"_

"I'm telling you, you can't-"

"_Then take me back in Time!" _Clay pleaded._ "If this time machine really works, take me back to before all this happened! Before I went to the hospital!_"

"What good would that do?" The Doctor demanded. "Your body would still be stuck here. We cannot leave this hospital!"

"_Why?_"

"This hospital needs to be quarantined. Both us are covered in Morsonites! If we leave, they will overrun this city!"

"_AND IF WE STAY," _Clay bellowed, "_I'LL GO INSANE!"_

"It doesn't matter where you go!" The Doctor shot back. "Part of your consciousness is still trapped in your body! You will feel everything!"

"_Then why the hell did you say you could save me?_" Clay shrieked.

"Because I'm the Doctor, and that's what I do." The Timelord muttered. "I save people."

"_Then take me home!" _Clay begged. _"I don't want to die here. Please." _

The Doctor sighed, and turned to the controls.

* * *

He left him in the bedroom, curled up and quietly waiting to die.

"I'll do all I can..."

"_Just... go."_

The time lord lowered his eyes, and shut the door.

* * *

"Doctor -!"

"Not now! –"

Hands seized his jacket and wheeled him around, until he was staring into Lilith Beresford's dark blue eyes...

"I know... He's dying. They killed him. But you're..."

He stared at her...

* * *

The pain was unbearable... a horrible, pinkish mist in Clay's eyes, deafening static in his ears... even the feel of the bedspread on his skin made him want to scream. The... what had the Doctor called them? Morsonites? Must have working hard, if even the smallest touch felt like hell-fire...

* * *

"What do you need?" The Doctor asked. Tears were glimmering in Lilith's eyes.

"Help me..." She whispered. "Doctor, please..."

"He's safe." The Doctor replied. "His consciousness is safe. I wish I could say the same for his human body."

She stared at him, a question in her dark gaze.

"How..."

"Morsonites." She looked blank. The Doctor sighed in frustration. "Anesthetic awareness. His mind went where he most wanted to be. Home."

There was momentary silence, and then Lilith started laugh, a hollow, soulless sound. She would have fallen to her knees, had the Doctor not caught her by the arms.

"He's still alive, then?!"

"Barely." The Doctor replied grimly. "He can still feel every cut, every skin cell they destroy."

"Feeling all that?"

The Doctor pressed his finger into her forearm, and she screamed, pulling away from him.

"That shouldn't hurt so much." She whispered. "How is it-"

"That times one thousand." The Doctor murmured.

Lilith looked up.

"What can I do for him?"

* * *

He hurt so much... so much agony he could have sworn his brain had been ripped apart. And now Clay could hear his heart beat, one, two, three... it was getting slower, fainter... a wrenching sob tore from his throat. No, no, he didn't want to die... the Doctor promised him. He'd promised! But the Doctor wasn't there, and now his pulse was going... going... gone...

Clay's body sank against the bed.

_Hisssss..._

A tiny golden light flared to life in the blackness, illuminating his mother's lovely face as she knelt beside the bed...

"_Hello darling."_

He smiled weakly. Her fingers carded through his hair, stroked his neck...

* * *

The OR doors flew open with a crash, and all three remaining members of the medical team jumped three feet into the air.

"Right! You can clear the space, I'll take over from here – Jack Harper isn't it? I'm the Doctor. Mind if I borrow this?"

Without waiting for a reply he snatched the surgical mask off the stunned cardiologist, as the doors flew open again and several orderlies pulled in a limp body on a gurney...

"You have five minutes to clear. The police are on their way. So, friendly bit of advice – run."

* * *

_"You killed him. Killed him for me?"_ Clay murmured.

_"What mother wouldn't?"_ Lilith replied gently. _"He hurt us both, and I wasn't going to let him. I had stood by and taken it for so long. I had to do something. Just like now."_

_"What have you done? What have you done now?"_ Clay asked.

_"I want you to live."_ Lilith whispered. _"I want to look from wherever I end up and see you alive. Smiling. How you were. Even if it meant giving myself up." _

_"Mom, no!"_

* * *

The Doctor stared at the two bodies in front of him, the faces so like each other.

"I'm so sorry." He murmured. Just another murder to add to his impossibly large list of crimes.

Suddenly, he jerked himself out of his reverie.

"Come on, we've got a life to save!"

* * *

"How the fuck did he know?" Putnam yelled.

"I don't know, and I don't care!" Samantha replied. "Just do as he said, and run!"

* * *

_"Can I stay with you?"_

Lilith smiled, tears making her eyes like lakes at night, as she held her son, sharing in his agony for just a few moments.

_"Mom... why did you have to die?"_

_"I did it for you, darling. I don't want to live without my baby boy."_

"_I'm sorry I yelled, Mom. I'm sorry I didn't listen. I'm just-"_

"_Shh."_

"_Mom?"_

Lilith looked down at her son.

_"I love you..."_

* * *

The Doctor was no stranger to surgery, and the other specialists in the room all but stared as his hands flew.

"Heart... is... in. Release the cross-clamp..."

"Oh, uh- cross clamp released."

Blue eyes flicked to the monitor in the corner, small green blips appearing steadily...

"Rhythm! We have rhythm!"

Sounds of relief flew around the room...

"Water - yes, thank you - cross-stitch, CROSS-stitch, yes -"

He finally began to breathe again as the chest was closed up, wiping his gloves clean on the drapes...

The monitor flatlined.

"Aw no no no no no! I'm trying to keep you alive, don't make this difficult!"

* * *

Clay suddenly fell against his mother, her body the only thing keeping him upright.

"_What's happening? I thought-"_

"_I think... I think you're..."_

Clay tightened his arms around his mother.

"_Mom... what's it like? Dying?"_ His mother hushed him.

"_Don't talk like that. You're not going to die. He's not going to_ let_ you die."_

* * *

Anything. Anything at all. Anything that had the slightest chance of working...

"Oh, for God's sake, will you stop this? I am _trying _to be the hero!"

The assistant surgeons looked at each other in bewilderment.

The Doctor stared up at the monitor. _No, no no!_

"A defib! Get me a defib!"

A nurse handed him the paddles.

"Please, _please_ let me have more success with these things than I did with Kennedy- Charge to four hundred!"

"Four hundred –charged."

"Clear!"

* * *

Clay's eyes shot back open.

"_Mom?"_

Lilith smiled sadly.

"_I love you, darling..."_

* * *

Clay's eyes shot back open - the tape had been peeled away.

"Mom?"

Somebody stepped out of his periphery. They were wearing scrubs, and a surgical mask, and instinctively, Clay shied away.

"Who are you?"

The Doctor pulled his mask off, rolling his eyes.

"How many times do I have to say that in one day?"

"Oh my God..." Clay blinked in the harsh light of the Operating Room. "You're real. You weren't a dream. The Doctor." The Doctor grinned.

"Good! You can remember everything. Although, I have to say, " The Doctor frowned. "That was a really shoddy anesthesia they gave you, if you just woke up after we put the defibrillator on you."

Clay didn't smile. Instead, he looked around the OR.

"Where's Mom?"

The Doctor sighed, nodded at the gurney next to Clay. Clay turned.

"Mom..."

"I'm sorry. I'm so sorry." The Doctor murmured. Clay rounded on him.

"You keep saying that! You keep saying that, and sometimes I really wonder if you mean it! Do you know what it's like?! Have you lost a parent that you only just remembered to say 'I love you' to?!" His voice broke, but he continued. "Do you understand?! Because I honestly don't think you do!"

The Doctor stared at him for a long moment. Clay wondered if he'd gone too far. The OR had gone dead silent, the assistant surgeons looking from patient to doctor. Then:

"Yeah." The Doctor muttered. "Yeah, I do, actually."

"I'm sorry, I didn't know, I didn't realize-"

"Don't worry, you're not the first."

"Really, I do mean it, I'm sorry-" Clay started.

"Don't you think if I was going to rant, I would have done it long before now?"

Clay looked away.

"Yeah, I guess you would have."

There was a stretch of silence, before the Timelord brought his gloved hands together with a rubbery snap.

"RIGHT, you're alive and well, big hospital, crammed to the seams with swarms of hungry little creatures gnawing on the fraying nerve cells of every human being inside – now, normally I'd ask the person who I've come to realize is the least annoying, but frankly Clay, I think you'd be better off in a recovery unit upstairs. So, you –" He spun around and seized the nearest nurse by her scrub-draped shoulders.

"What's your name?"

"Um –Natalie?!"

"Good to meet you Natalie – feel like saving hundreds of people from unending torment?"

"W-what?"

"Don't answer that." The Doctor steered her towards the door. "Right, I don't suppose you'd know where they keep all those nasty chemicals that, in the wrong hands, could cause mass panic and death?"

Natalie stared at him.

"Um..."

"A room number, floor number, anything? Only the lives of over two hundred people depend on this."

"Um, there's some on floor 3, but-"

"Brilliant! Formaldehyde?"

Natalie's brow furrowed.

"Sorry?"

"Aagh, brain moving too fast for my mouth to translate-does this room on floor 3 contain formaldehyde?"

"Probably." Natalie stared at him. "But why do you need formaldehyde?"

"To stop all the invisible demons!" The Doctor grinned. "Now, what I'm about to do is incredibly dangerous, and involves great risk to the lives all the people in the hospital." He paused for a moment. "Hospitals, hospitals, why is it always hospitals? Anyway, I need you to nip down to floor 3, and get as much of the formaldehyde as you can carry, and then come back here."

After Natalie left, throwing some last, bewildered looks over her shoulder, Clay spoke from the operating table.

"What're you planning?"

"Formaldehyde! It's brilliant stuff, and thank God they keep it in hospitals or else we'd all be done for. You see, morsonites have this funny little allergic reaction to it-well, it's poisonous within a minute to the average human-but morsonites are susceptible to it in under five seconds. I plan to pump this through all the air vents in the hospital, hopefully killing all them. Yes, this is ridiculous, yes, this is risky, yes, this is reckless and dangerous, and, by now, should you be surprised by this? Hardly."

Natalie reentered, now laden with several canisters of Formaldehyde.

"What do I do with these?" She asked, struggling with the top canister.

"Right, so – big room, big building, must be AC... Ah-HA!"

Everyone surrounding stared as he pounced to the floor like a cat to a mouse, and whipped out some form of blue tipped device. In seconds the screws clattered to the floor and the cover came off the air vent.

"Always wanted to use that for screws – Now then, Natalie, lovely, lovely Natalie – all three jars, into the vent."

"Are you crazy?!"

"Absolutely! Load them in!"

Wide-eyed and biting her lip, she slipped the containers into the metal-lined tube, and fitted the cover back on –

"Now, everyone– one instruction, very important, could potentially save your lives–"

A wave of sonic was directed at the vent, and his final words were almost swallowed by the explosion of cool, bitter-scented air –

"HOLD YOUR BREATH!"

For one single moment, the world seemed to fall silent. Silence, beautiful, blissful silence, such a refreshing change for Clay, whose ears had nearly been torn apart with his own yells and weird static from the pain...

And then someone screamed. The scream was echoed around the hospital, others taking it up, new pitches, new volumes, but the same horrifying scream, bursting from a million throats. Because suddenly, there were things. Smallish, snarling, _toothy_ things, that bared their fangs at everyone and everything. And then they too began screaming, and their bodies began shriveling, like old paper in a flame. By the third second, most of them were gone, the ones who remained swarming over their companions. And they too disappeared.

The Doctor ripped the canisters from the air vent, waving his arm at the others.

"You can start breathing now!" He called. There came a collective sigh from the others as they took a desperate lungful of air.

"Everyone alright? Nobody collapsing, no dramatic, ghastly choking noises, this seems to be a good sign..."

"_Those_ were the morsonites?"

"...Yeah..." The Doctor admitted. "Not something you normally find or want to find in the Petting Zoo, but then, I doubt you were looking for them."

"And those... _things_ were on me..."

"Oh yeah." The Doctor said. "Crawling on you, feeding on you-" He stopped as Clay turned a rather violent shade of green.

"What... what were they doing, towards the end, when they starting crawling over each other?"

The Doctor raised his eyebrows.

"Right, well, you've heard of the last meal and cigarette before execution? Well... _that's_ what that was." He looked over at Natalie, who was staring in horror at her hands.

"There was one on my hand." She muttered. "There was one on my _hand_ and I didn't even know..." He patted her on the back.

"S'alright." He said. "You get used to it. And in fact," He winked at her. "I think you just saved about two hundred people." The Doctor left her staring at the floor, trying to bend her brain around that last.

The Time lord put a hand on Clay's shoulder.

"I couldn't save her." He murmured. "I'm sorry."

The twenty-two year old bit his lip, and swallowed. Hard.

"She- she was always ready to go first. It's how she would have wanted it."

His eyes were wet, and it didn't go unnoticed.

"Here," the Doctor beckoned to one of the assistant surgeons.

"Take him upstairs, let him get some sleep – I'll come by later. Need to have a talk or two."

* * *

She really was beautiful, the Doctor realized as he watched her running her fingers through her honey-silk hair... behind steel bars.

She was pouting. Actually pouting, because her seam-proof plan had gone wrong.

Humanity never failed to amaze him, in every way.

She glanced up briefly.

"How is he?"

Hands in the suit pockets, face grim...

"He'll be fine. Lilith gave up her own heart. That's love for you."

"And I guess you think I'm incapable of love?" Samantha asked.

The Doctor replied. "Frankly, I take it on faith that everybody has the capacity to care. I'm willing to give you the benefit of the doubt. "

* * *

"She was absolutely calm, your mum." The Doctor told Clay. It was two hours after they'd purged the hospital. "Hand didn't even shake once. I think she knew what she was going to do the moment she realized the plot to kill you."

"That's her, alright." Clay whispered. "Always fighting for me, right to the end. If I only deserved it." He glanced up at the Doctor. "Did you know she ki-"

The Doctor held up a hand.

"I don't want to hear about it." He said. "That's for you and your mum. Nobody else."

He stood to go.

"I think that's pretty much everything." He said. "I honestly have nothing else to tell you." The Doctor reached for the door handle-

"Doctor?"

He turned. "You never answered my question. Who was she? When you were talking about someone meaning the world to you. Who was she?"

The Doctor smiled, a little forlornly.

"There were so many..."

_Fin._


End file.
